Off the heels of the 2008 Financial Crisis, in which the world's largest banks all played a part, the United States’ poster child for good banking behavior, Wells Fargo, was found out to be near rotten to the core. (Ben Protess, et al., New York Times). After over 1.5 million fraudulent bank accounts and half a million unauthorized applications for credit cards later, regulators decided that unprecedented fraud might best be sanctioned with an unprecedented penalty. (Press Release, Federal Reserve).
Read MoreIn 2017, Cigna, Corp. (“Cigna”) and Anthem, Inc. (“Anthem”), both major market participants in the United States (“U.S.”) healthcare industry, began what would have been a $54 billion merger. (Jeff Montgomery, Law 360). The merger between these entities ultimately failed in Delaware’s Chancery Court when Judge J. Travis Laster, who oversaw the trial in 2019, ruled that neither entity could recover damages for breach of contract as a result of the failed merger because of executive battles, unfulfilled contract obligations, and questionable conduct. Id. This article will address what happened during the failed Cigna-Anthem merger, why the court denied damages, the reasons the merger failed, and the effect that the failed merger will have on the mergers and acquisitions (“M&A”) market moving forward.
Read MoreAs our economy has battled a global pandemic, investors and shareholders have been on a roller coaster ride as stock prices have fluctuated, and corporations have had to quickly pivot and change how they conduct business. From the Justice Department investigating senators on both sides of the aisle for insider trading to companies trying to buy-back stock, fears of how the COVID-19 pandemic will impact our markets and investment portfolios have underscored corporate trading practices. However, in the context of a global pandemic or other emergencies that can drastically affect the market, do our insider trading laws have the effect we expect them to?
Read MoreTensions between the United States (“U.S.”) and China have been flaring up, and the COVID-19 pandemic has only made things worse. Now, Luckin Coffee, a Chinese owned entity traded on a U.S. exchange (NASDAQ:LK), added fuel to the fire with the recent discovery that senior executives fabricated as much as 2.2 billion yuan (approximately $310 million) in sales last year. (Fox, Business Insider). Such misrepresentation deceives investors and raises doubt around the adequacy of existing market regulation, supporting the argument for more stringent oversight. The Senate, Securities and Exchange Commission (“SEC”), and Nasdaq are in support of rule changes to restore faith in the marketplace and protect investors. The question remains: will the rule proposals provide greater investor protection or chill the free market?
Read MoreCOVID-19 has had a monumental impact on most of the U.S. and global economy. The travel industry has been especially hit hard by the COVID-19 pandemic. With governmental health guidelines and restrictions in place, fewer individuals are traveling and more businesses have moved to operating remotely. As a result, travel companies are finding it difficult to acquire the capital required to close deals and to adhere to contractual obligations. This article will address a recent failed deal between two companies, how the Delaware court handled the issue, and what attorneys can do to prevent potential COVID-19 related problems.
Read MoreOn January 16, 2020, healthcare technology conglomerate Boston Scientific Corp. (NYSE BSX) entered a notice to appeal the Delaware court decision that ordered the completion of a $275 million acquisition of medical device company Channel MedSystems Inc. (“Channel”) (Mike Leonard, Bloomberg Law). The court’s decision comes despite Channel’s previous submissions of falsified records to the Food and Drug Administration (“FDA”). Id.
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